Standard Sponsorship Terms & Conditions
- Definitions: “Sponsor” means the applicant identified on the Sponsorship Commitment; (b) “Show” means the specific expositions or conferences identified on the Sponsorship Commitment; (c) “Show Management” means UBM, LLC their co-sponsors and their respective agents, employees and affiliates; (d) “Hall Management” means the owner or manager of the facility in which the Show is conducted, and its employees and agents; and (e) “Hall” means the facility in which the Show is conducted.
- Agreement: This application, when properly executed by Sponsor, shall constitute a valid and binding Agreement. Show Management reserves the right to accept or refuse any application for participation in the Show in its sole discretion. Show Management reserves the right to interpret this Agreement and to adopt further regulations as may be deemed necessary by it for the general success of the Show, including the conditions, rules and regulations stated herein, in the Marketing Opportunities Reservation Form, Exhibitor Contract, Custom Project Contract, and in the Hall Management contract, to which Show Management is or will be a party, all of which are made a part hereof as though fully incorporated herein, and the Sponsor agrees to be bound thereby. The Sponsorship Program Investment fee may change if the parameters of the Sponsorship Program are changed at the request of the Sponsor and accepted by Show Management.
- Termination: Either party shall have the right to terminate this Agreement at any time due to the other party’s material breach of any of its obligations hereunder, which breach has not been cured to the non-breaching party’s reasonable satisfaction within a reasonable time, not to exceed thirty (30) days, after receipt of written notice specifying such breach. For an on-site breach, the breach must cured to the reasonable satisfaction of non-breaching party in a commercially reasonable period of time under the circumstances of written notice describing such breach from the non-breaching party.
- Payment Terms: The entire amount will be invoiced upon contract signature, with the first installment of 50% due within 30 days of invoice. The remainder of the balance (50%) will be due 30 days before the upcoming show start date (CVC Virginia Beach – May 18, 2017 (due April 17, 2017); CVC Kansas City – August 25, 2017 (due July 26, 2017); and Fetch in San Diego – December 7, 2017 (due November 7, 2017).
Agreements submitted less than thirty (30) days prior to the date of the show will receive an invoice for one-hundred percent (100%) of the balance, due upon receipt. Fees must be paid in full prior to the set-up of any Sponsorship, Custom Project, or Marketing Opportunity at the show.
In the event Sponsor fails to make any payments as contemplated herein, Sponsor shall be deemed in default, and Show Management shall have the right to retain Sponsor’s deposit and all monies paid as Show Management’s non-exclusive remedy, thereby reserving any and all rights under law including, without limitation, Show Management’s right to collect the full amount set forth on the front hereof. Sponsor shall remain liable for the full balance under the terms of the Agreement together with all costs of collection including, but not limited to, all reasonable attorneys’ fees, court costs and interest. In the event of default by Sponsor, Show Management shall have the right, but not the obligation, to license the subject Sponsorship to another Sponsor prior to the Show without in any way releasing said Sponsor from any liability hereunder. In the event Show Management is able to resell the Marketing Opportunity, Show Management in its discretion may reimburse Sponsor on a pro-rata basis on any amount paid in, less any and all legitimate expenses incurred, such as but not limited to rent, advertising, salaries, operating costs, etc.
Rates are net and non-commissionable.
Payments can be made payable to:
Fetch, a dvm360 Conference (CVC)/Advanstar Communications Inc dba UBM, Attn Cash Control Dept,
131 West First Street, Duluth, MN 55802
Pay online at www.advanstar.com/payus http://www.advanstar.com/payus.
Bank Wire Transfer Instructions:
Bank Wells Fargo Bank, N.A.
Address San Francisco, CA
ABA Number 121000248
Account Number 0020128793
Swift BIC Number WFBIUS6S (Intl Only)
Beneficiary Advanstar Communications Inc dba UBM.
Reference Fetch, a dvm360 Conference (CVC)
Please include your company name on the wire transfer.
- Cancellation: In the event Sponsor seeks to cancel this Agreement, Sponsor acknowledges that UBM would be harmed and suffer loss and that it would be difficult to determine the precise value for or amount of that harm. All cancellations by Sponsor must be in writing, by certified mail, return receipt requested. If Sponsor cancels this Agreement Sponsor agrees to pay on demand to UBM the Total Sponsorship fee as set forth on the first page of this Agreement. Such payment shall be liquidated damages and not a penalty, and the parties agree that such amounts constitute a reasonable provision for liquidated damages.
- Use of Trademarks. Subject to the terms and conditions hereof, Sponsor hereby represents and warrants that it has the power and authority to grant, and does hereby grant to UBM a non-exclusive, non-transferable, royalty-free, worldwide license to reproduce and display all logos, trademarks, trade names and similar identifying material relating to Sponsor (the ”Sponsor Marks”) or any third party, solely in connection with the promotion, marketing and distribution of the parties in accordance with the terms hereof, provided, however, that UBM shall, other than as specifically provided for in this Agreement, not make any specific use of any Sponsor Mark without first submitting a sample of such use to Sponsor and obtaining its prior consent, which consent shall not be unreasonably withheld. The foregoing license shall terminate upon the effective date of expiration of this Agreement.
- Entire Agreement: The terms of this agreement may not be modified, except by written Agreement, signed by both parties.
- Indemnification: Sponsor agrees to indemnify and hold Show Management harmless from and against any and all Claims arising out of or in connection with: (i) Sponsor’s activities at the Event; (ii) Sponsor’s breach of any material term of this Agreement or any statutory, regulatory or common law obligation; (iii) liabilities or obligations, or any third party claims (including, without limitation, personal injury or property damage), with respect to the Products; (iv) any public relations, promotional or other material furnished by or on behalf of Sponsor and not therefore modified by UBM or any third party; and (v) any claim that any of the material or information included in any Healthcare Communications disseminated pursuant to this Agreement (a) is unlawful, in violation of any law, regulation, order or other restriction imposed by any governmental body; or (b) contained formula, instructions or advice that resulted in any tort, injury, damage or harm to any person. The foregoing indemnification obligations will survive any termination of this Agreement.
- Marketing: All Marketing Opportunities are subject to approval by Show Management. Show Management reserves the right to restrict promotion which, because of noise, method of operation, materials or for any other reason become objectionable, and also to prohibit or to remove any promotion which, in its opinion, may detract from the general character of the Show. This reservation includes persons, things, conduct, printed matter and anything of character, which Show Management determines, is objectionable. In the event of such restriction or removal, Show Management shall not be liable for any refunds or other promotion expenses. Permission to use live animals in an exhibit booth must be granted by Show Management prior to Fetch. A written request listing the type of animal, purpose, dates, and times that the animal will be in the booth must be submitted before the conference.
- Force Majeure: Show Management is not liable for delays in delivery and/or non-delivery as the result of an Act of God, action by any government or quasi-government entity, fire, flood, insurrection, riot, explosion, embargo, strikes, whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, or any other condition beyond the reasonable control of Show Management affecting the production or delivery in any manner.
- Damages: Under no circumstances will Show Management be liable for loss of profits or other incidental or consequential damages for any of its acts or omissions whatsoever whether or not appraised with the possibility of likelihood of such lost profits or damages.
- Relationship of Parties: The Parties are acting herein as independent contractors. Nothing herein contained will create or be construed as creating a partnership, joint venture or agency relationship between the parties and no party will have the authority to bind the other in any respect.
- Taxes: Sponsor shall be solely responsible for the payment of any and all taxes and duties imposed on Sponsor in connection with any and all Shows.
- Participation: Fulfillment of all Marketing Features is contingent on the date a signed Agreement is received.
- Severability: If any term of this Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. This Agreement shall be binding upon the heir and successors of the Sponsor. This Agreement constitutes the entire Agreement between Sponsor and Show Management concerning Marketing Opportunities, and is expressly conditioned upon Sponsor’s full performance of its Exhibit Space License Agreement, including, but not limited to actual participation.
- Assignment: Neither this Agreement, nor any rights or responsibilities arising hereunder, may be assigned by any party hereto without the prior written consent of the other parties, except that (i) a party may, upon prior written notice to the other parties, assign this Agreement and all of its rights and obligations hereunder to any entity that is affiliated and controlled by such party; and (ii) Show Management may, upon prior written notice to Sponsor, assign this Agreement and all of its rights and obligations hereunder to any entity that acquires Fetch, a dvm360 conference. No assignment contemplated by the preceding sentence shall relieve the assigning party of any of its obligations hereunder.
- Costs, Expenses and Attorneys’ Fees: If either party commences any action or proceeding against the other party to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual costs, expenses, and attorneys’ fees (including all related costs and expenses) incurred by such prevailing party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
- Governing Law: This Agreement shall be governed and construed in accordance with the laws of the State of New York.
- Exhibitor Agreement: All rules and regulations of all applicable exhibitor agreements and related materials are hereby incorporated into this Agreement.
- Insurance – MANDATORY
- a) Sponsor agrees to maintain adequate insurance to fully protect Show Management and its affiliates, co-sponsors, service contractors and the Hall and Hall Management from any and all claims, arising from Sponsor’s activities including, but not limited to, the installation, operation and dismantling of Sponsor’s display. The foregoing insurance requirement includes claims under the Worker’s Compensation Act or for personal injury, death, or for damage to property. Sponsor understands that neither Show Management nor the Hall maintains insurance covering the Sponsor’s property and it is the sole responsibility of the Sponsor to obtain such insurance.
- b) Sponsor is responsible for any and all damages caused by Sponsor or Sponsor’s agents, employees or guests. Sponsor agrees to indemnify, defend and hold harmless UBM, LLC, their affiliates, subsidiaries, agents and employees from and against any liability for loss or damage of any kind which Sponsor may directly or indirectly cause.
- c) Sponsors in the Show must carry: Statutory limits for workers’ compensation coverage; and Commercial general liability including products and completed operations, independent contractor’s personal injury and blanket contractual liability insurance limits of at least $1,000,000 per occurrence, $2,000,000 aggregate. These coverages must be evidenced by a Certificate of Insurance with a 30-day notice of cancellation provision to the holder. The certificate must name UBM, LLC and Fetch, a dvm360 Conference as additional insured and be provided to Show Management at least 30 days before the proposed exhibit date.
- Liability: Sponsor agrees that Show Management, Show Management’s service contractors, the Hall and their representatives, employees and agents are not liable for any injury, loss or damage that may occur to Sponsor, or to Sponsor’s employees, agents, guests or property from any cause whatsoever, prior to, during or subsequent to the period covered by this Agreement. Sponsor assumes responsibility and agrees to indemnify, defend and hold Show Management, Show Management’s service contractors, Hall Management, their affiliates and their respective employees and agents harmless from and against any claims or expenses arising out of the use of the exhibition premises. Sponsor assumes all responsibility and liability for losses, damages and claims arising out of injury or damage to, or caused by, Sponsor’s displays, equipment, employees or representatives. In no event shall Show Management or any of its affiliates be liable for any special, incidental, indirect, punitive or consequential damages arising out of or in connection with this Agreement. The liability of Show Management and its affiliates and Sponsor’s remedy for any claim of loss or damage arising from or related to this Agreement, regardless of the form of action, shall be limited to one-half of the fees paid to Show Management hereunder.